THE TRUSTEES INCORPORATION ACT (CHAPTER 375 R.E 2002)

Transcription

1 THE TRUSTEES INCORPORATION ACT (CHAPTER 375 R.E 2002) TRUST DEED OF SAGCOT CATALYTIC TRUST FUND (incorporated on 30 May 2011, certificate of incorporation number 4174) as amended by Special Resolution dated 2012 Drawn in the original by: George Mandepo (Advocate) PO Box 678 Dar es Salaam Version Nov Page 1 of 86

2 CONTENTS PART I DEFINITIONS AND INTERPRETATION Definitions Interpretation... 9 PART II CONSTITUTION Establishment of the Trust Objects PART III GOVERNANCE Governance Rules Disqualification of CTF Person Services agreements and disclosure Validity of acts Exemption from liability PART IV FUNDS Funds Finance Fund Accounts PART V PARTNERSHIP COUNCIL PC constitution PC chairperson PC fees and remuneration PC mandate and function PC governance PART VI SELECTION PANEL Selection Panel PART VII BOARD OF TRUSTEES Board constitution Board chairperson Board fees and remuneration Board mandate and function Board powers Board meetings PART VIII INVESTMENT COMMITTEE IC constitution IC chairperson IC fees and remuneration IC mandate and function PART IX FUND MANAGER FM selection FM fees and remuneration FM mandate and function PART X SECRETARIAT Secretariat selection Secretariat mandate and function PART XI FINANCIAL CONTROL Audit Committee Auditors Reports and records PART XII MISCELLANEOUS Amendments of this Trust Deed Version Nov Page 2 of 86

3 38. Insurance Notices Winding up the Trust PART XIV GOVERNING LAW AND DISPUTE RESOLUTION Governing law Dispute resolution Annex 1 Procedural Rules Annex 2 Code of Conduct Annex 3 Conflict of Interest Rules Annex 4 MGF Investment Policy Annex 5 MGF Operating Guidelines Annex 6 SVCF Investment Policy Annex 7 SVCF Operating Guidelines Annex 8 Criteria (Board Chairperson) Annex 9 Criteria (Trustee) Annex 10 Criteria (Investment Committee Member) Annex 11 Criteria (Fund Manager) Annex 12 Selection Procedure (Trustees) Annex 13 Selection Procedure (Investment Committee) Annex 14 Selection Procedure (Fund Manager) Annex 15 Disclosure Form Version Nov Page 3 of 86

4 THIS TRUST DEED is made on 30 May 2011 as amended by a Special Resolution dated **** 2012 BETWEEN: 1. The Government of the United Republic of Tanzania, acting through the Ministry of Agriculture Food Security and Cooperatives, of PO Box 9192, Dar es Salaam; 2. Agricultural Council of Tanzania, of PO Box 14130, Dar es Salaam; 3. Confederation of Tanzania Industries Limited, of PO Box 71783, Dar es Salaam, (together the Settlors); 4. Mrs. Janet Bitegeko, of PO Box 14130, Dar es Salaam; 5. Mrs. Christine Killindu, of PO Box 71783, Dar es Salaam; and 6. Eng. Mbogo Futakamba, of PO Box 9192, Dar es Salaam, (together the First Trustees). WHEREAS: A. The Southern Agricultural Growth Corridor of Tanzania (SAGCOT) is an international public-private partnership launched at the World Economic Forum on Africa in May 2010 in Dar es Salaam, Tanzania with its mandate to mobilize private sector agribusiness investments, in linkage with public sector commitments, to achieve rapid and sustainable agricultural growth in the southern corridor of Tanzania. B. SAGCOT is a centerpiece of Tanzania s Kilimo Kwanza strategy for pursuing food security, poverty reduction and reduced vulnerability to climate change with its members drawn from the Tanzanian government, the Tanzanian and international private sectors, farmers, foundations and donor institutions. C. As part of implementing the joint agreed programs under SAGCOT, the Settlors set up a catalytic fund, called the SAGCOT Catalytic Trust Fund (CTF), with initial financial backing from the Tanzanian government, the private sector and certain development partners. D. SAGCOT encourages a green growth model for agriculture. Agricultural green growth encompasses conserving natural resources, reducing vulnerability to climate change, and limiting greenhouse gas emissions. A green growth strategy promotes green technology and green modes of production. E. The objective of the CTF is to provide funds to catalyse agribusiness investment associated with developing the Agribusiness Sector and the strengthening of supply chains encompassing Smallholders and to assist with the initial costs of developing commercially viable agricultural businesses in SAGCOT that incorporate Smallholders, in every case to be channelled through various forms as may be required from time to time by funders of the CTF. Version Nov Page 4 of 86

5 F. In order to achieve this objective, the Settlors created on 30 May 2011 the CTF as a trust with the First Trustees. G. The Settlors and the First Trustees contemplated that further funds may be transferred to the CTF and the Special Resolution (as defined below) has amended this Trust Deed to permit such additional funds to be made available to the Trustees (as defined below) to further the objects of the CTF and to enable and encourage additional funders to make more funds available in the future. H. In view of the above, the Trustees consent to act as the trustees of the CTF and to accept the trusts under this Trust Deed. NOW THIS DEED WITNESSETH AS FOLLOWS: PART I DEFINITIONS AND INTERPRETATION 1. Definitions 1.1. In this Trust Deed, unless the context otherwise requires, the defined terms shall be the definitions used in this Trust Deed: Agribusiness Sector: the sector of all operations for the production, storage, processing, and wholesale marketing of agricultural products. Applicant: an applicant to the CTF for support from a Fund. Auditor: the auditor of the CTF selected by the Board from time to time. Audit Committee: the audit committee set up by the Board in accordance with Article 34. Board: the board of Trustees made up in accordance with Article 19. Business Day: a day other than a Saturday or a Sunday, or a day which is a proclaimed public holiday in the United Republic of Tanzania. Code of Conduct: the code of conduct set out in Annex 2. Conflict of Interest Rules: the conflict of interest rules set out in Annex 3. Criteria (Board Chairperson): the Criteria (Trustee) and the criteria for selection of the chairperson of the Board set out in Annex 8. Criteria (CTF Persons): the criteria for selection of certain CTF Persons, being the Criteria (Board Chairperson), the Criteria (Trustee), the Criteria (Fund Manager) and the Criteria (Investment Committee Member). Criteria (Fund Manager): the criteria for selection of the Fund Manager set out in Annex 11. Criteria (Investment Committee Member): the criteria for selection of each member of the Investment Committee set out in Annex 10. Criteria (Trustee): the criteria for selection of each Trustee member of the Board set out in Annex 9. Version Nov Page 5 of 86

6 CTF / Catalytic Trust Fund: the legal entity which is known as the Registered Trustees of the Catalytic Trust Fund set up under this Trust Deed with certificate of incorporation number 4174 dated 30 May CTF Bodies: the CTF Entities, the Fund Manager and the Secretariat. CTF Entity: the Partnership Council, the Board, the Investment Committee and the Selection Panel. CTF Persons: all persons, whether individuals or corporate entities, involved with the administration or executive of the CTF including all members of the CTF Bodies except where stated otherwise. Disclosure Form: a disclosure form as set out in Annex 15. ESMF: the SAGCOT Environmental and Social Management Framework published by the Government of Tanzania from time to time. First Trustees: Futakamba. Mrs Janet Bitegeko, Mrs Christine Killindu and Eng. Mbogo Funders: the funders from time to time of the Funds. Fund Manager: the manager, or managers, of the Funds from time to time as appointed by the Board in accordance with Article 29, including different teams under one manager. Funds: the Initial Trust Fund and the other funds of the CTF from time to time, being at the date of the Special Resolution, the MGF and the SVCF. Governance Rules: the Procedural Rules, the Code of Conduct and the Conflict of Interest Rules. Initial Trust Fund: has the meaning given to it in Article 3.1. Investment Committee: the investment committee of the CTF set up in accordance with Article 25. Investment Policy: the relevant investment policy of each Fund, being in relation to the MGF, the MGF Investment Policy and in relation to the SVCF, the SVCF Investment Policy. MGF / Matching Grant Fund: the matching grant sub fund of the CTF. MGF Investment Policy: the specific investment policy of the MGF set out in Annex 4. MGF Operating Guidelines: the specific operating guidelines of the MGF set out in Annex 5. Objects: the objects of the CTF set out in Article 4.1. Operating Guidelines: all the operating guidelines of the Funds from time to time, being as at the date of the Special Resolution, the MGF Operating Guidelines and the SVCF Operating Guidelines. Version Nov Page 6 of 86

7 Parties: all the signatories to this Trust Deed and Party means any of the signatories to the Trust Deed. Partnership Council: the partnership council of the Catalytic Trust Fund made up in accordance with Article 13. Procedural Rules: the general rules of procedure for each of the CTF Bodies for changing members, conducting meetings and making decisions as set out in Annex 1. Recipient: any recipient of monies from a Fund from time to time, including a grantee of the MGF or an investee company of the SVCF. Resettlement Policy Framework: the Resettlement Policy Framework published by the Government of Tanzania from time to time. Resolution (Simple Majority): at least a simple majority (51%) of the members of the CTF Entity present at a duly constituted meeting. Resolution (Special): at least three quarters (75%) of the members of the CTF Entity present at a duly constituted meeting. Resolution (Unanimous): all (100%) of the members of the CTF Entity present at a duly constituted meeting. SAGCOT: the Southern Agricultural Growth Corridor of Tanzania. SAGCOT Centre: the SAGCOT Centre Limited, a company incorporated under the laws of Tanzania with certificate of incorporation number dated 5 May SAGCOT Investment Blueprint: the SAGCOT Investment Blueprint dated January SAGCOT Partnership: the SAGCOT partnership is a membership group encompassing government agencies, private organizations and companies who pay annual membership dues to the SAGCOT Centre (except in the case of development partners who otherwise contribute funding to the SAGCOT Centre or SAGCOT Catalytic Fund), agree to support the SAGCOT Partnership Principles, and sign a membership application form. Secretariat: the secretariat set up by the Board in accordance with Article 32 to assist the Board and the Investment Committee in administration. Services Agreements: the services agreements for each of the CTF Persons (other than the members of the Partnership Council and members of the Fund Manager), including the Fund Management Services Agreement. Selection Panel: the selection panel (a) set up by the Partnership Council for selection of the initial Trustees and the Fund Manager in accordance with Article 18.2(a) and (b) as may from time to time be set up by the Board in accordance with Article 18.2(b). Selection Procedures: the Selection Procedure (Board Chairperson), the Selection Procedure (Fund Manager), the Selection Procedure (Investment Committee) and the Selection Procedure (Trustees). Selection Procedure (Fund Manager): the process for selection of the Fund Manager (applying the Criteria (Fund Manager)) set out in Annex 14. Version Nov Page 7 of 86

8 Selection Procedure (Investment Committee): the process for selection of the members of the Investment Committee (applying the Criteria (Investment Committee Member)) set out in Annex 13. Selection Procedure (Trustees): the process for selection of the Trustees (applying the Criteria (Trustee)) and for selection of the chairperson of the Board (applying the Criteria (Board Chairperson)) set out in Annex 12. Settlors: the Government of Tanzania, the Agricultural Council of Tanzania and the Confederation of Tanzanian Industries Limited. Smallholders: farmers in Tanzania with limited resources in terms of land, capital, skills, and risk management, who depend on family labour for most activities, and have limited capacity in terms of storage, marketing, and processing. Special Resolution: the special resolution of variation of this Trust Deed dated **** Subscription Agreement: each subscription agreement entered into by a Funder with the CTF setting out the terms and conditions for the Funder to make available its funds to the CTF and, where appropriate, details of any Subscription Units that will be issued to the Funder in consideration for its subscription. Subscription Units: such subscription units and/or classes of subscription units of the CTF that the Board creates by Resolution (Special) in accordance with the provisions of Article SVCF / Social Venture Capital Fund: the social venture capital sub fund of the CTF. SVCF Investment Policy: the specific investment policy of the SVCF set out in form Annex 6. SVCF Operating Guidelines: the specific operating guidelines of the SVCF set out in Annex 7. TIA: the Trustees Incorporation Act (Chapter 375 RE 2002). Trust Assets: the assets owned by the CTF from time to time, including the Initial Trust Fund and any other funds made available to the CTF from Funders. Trust Deed: this Trust Deed, as amended from time to time. Trustees: the trustees from time to time of the CTF under this Trust Deed being initially the First Trustees and thereafter the trustees appointed in accordance with Article 19. USAID: the United States Agency for International Development. World Bank: the World Bank (IBRD and IDA), and three other agencies, the International Finance Corporation (IFC), the Multilateral Investment Guarantee Agency (MIGA), and the International Centre for Settlement of Investment Disputes (ICSID), which comprise the World Bank Group. Version Nov Page 8 of 86

9 2. Interpretation 2.1. Unless the context otherwise requires, words importing any one gender shall include both male and female genders, the singular shall include the plural and vice versa, and a reference to natural persons shall include created entities (incorporated or unincorporated) and vice versa The headings in this Trust Deed have been inserted for convenience only and shall not be used for, assist, or affect its interpretation In case any one or more of the provisions contained in the Trust Deed shall for any reasons be held to be invalid, illegal or not enforceable in any respect, such invalidity, illegality or non - enforceability shall not affect any other provisions thereof and the invalid, illegal or unenforceable provisions will be deemed never to have been contained herein. In the event of any such invalidity, illegality or unenforceability, the Board shall use its best efforts to achieve the purpose of the relevant provision In the event of any difference, conflict or ambiguity between the provisions of any other arrangement between the Parties and those contained in the Trust Deed, the terms of this Trust Deed shall in all circumstances prevail. PART II CONSTITUTION 3. Establishment of the Trust 3.1. The First Trustees declare that t h e y applied for incorporation of the CTF under the TIA as a body corporate with perpetual succession capable in law of suing and being sued and when the CTF was set up on 30 May 2011 they i n t e n d e d t o hold a start-up fund (Initial Trust Fund) upon trust subject to the terms of this Trust Deed, however the Initial Trust Fund was not funded The trust constituted by this Trust Deed shall commence on the date of this Trust Deed and shall continue until terminated pursuant to Article The CTF is known as SAGCOT CATALYTIC TRUST FUND The registered office is situated at ****, the United Republic of Tanzania The First Trustees have procured a common seal for the CTF and the Trustees shall keep it in safe keeping. (a) (b) Any documents required to be signed under the common seal shall be attested by any 2 Trustees with the consent of the Board. The seal shall have the inscription of the words: REGISTERED TRUSTEES OF THE SAGCOT CATALYTIC TRUST FUND 3.6. The Trustees may increase the Trust Assets by raising additional funds in every lawful and permissible way as determined by the Board subject to the terms of this Trust Deed All Trust Assets from time to time shall be administered by the Trustees subject to the terms of this Trust Deed. Version Nov Page 9 of 86

10 4. Objects 4.1. The objects of the CTF are as follows: (a) (b) (c) (d) (e) (f) (g) To make the Trust Assets available for the benefit of the Recipients in accordance with the Trust Deed and to carry on any activities which may be necessary for and / or ancillary. To ensure investments in the Agribusiness Sector are properly coordinated in line with the main pillars of the Kilimo Kwanza strategy for agricultural development and contribution to green economic growth in Tanzania by helping each partner make the best use of their specific expertise and resources within the value chain and ensure benefit to Smallholders and local communities. To ensure proper and efficient management of financial resources and other assets contributed by the partners, or stakeholders in the custody of the CTF. To provide a combination of finance and hands-on agriculture project development expertise to help in developing and expanding commercially viable businesses, including green technology and modes of production in the Agribusiness Sector with linkages to Smallholders within the supply chain and to ultimately access longer-term commercial finance. To support existing (brown-field) agricultural businesses that will benefit Smallholders and rural communities in SAGCOT. In certain circumstances greenfield operations may be considered at the discretion of the Fund Manager. To ensure that the Trust Assets are used to encourage and support production, processing, marketing and trade in agricultural produce with a focus on commercial and green investments in the Agribusiness Sector along the entire value chain including improvements in infrastructure, farming and processing, input supply chains, and access to markets (including transport and storage) and promote agribusiness business models which ensure Smallholders and the rural communities get benefit from the growth of commercial agribusiness. Without prejudice to the generality of the foregoing, the CTF shall also carry out the following functions: (iv) To work alongside farmers, agribusinesses and other investors within the SAGCOT and identify, finance, and develop viable project opportunities that meet specified investment criteria. To ensure that agribusiness projects are developed in ways that maximise a range of financial, economic, social, green and commercial developmental impacts. To solicit applications from organizations including emergent farmers and farmer associations and agribusinesses (including processors, traders, input providers and other agricultural service providers) with commercial business concepts or projects. To support the development of businesses that are in compliance with the overall objectives of the CTF. Version Nov Page 10 of 86

11 (v) (vi) (vii) (viii) (ix) (x) (xi) (xii) To mobilize and facilitate the economic development of emergent agribusinesses, Smallholders and the rural communities in a sustainable manner to provide a measurable benefit from the growth of commercial agriculture. To raise funds for the expansion and long term viability of the CTF. To develop and strengthen supply chains encompassing Smallholders by providing technical assistance and capacity building for the promotion and development of the businesses in the supply chains, and of the Smallholders linked to approved projects and investments. To fund agri-extension services, training, agro-processing and other developmental activities undertaken by business and projects approved by the CTF. To provide technical assistance and capacity building on the promotion and development of the Smallholders in connection with approved projects and investments. To establish and ensure a strong environmental and social responsibility levels and adherence to such standards that are set out in the ESMF and the Resettlement Policy Framework. To enter into commercial arrangements to use any required building, or any other properties to enable the CTF to accomplish its objects. To initiate and support projects that will provide sustainable selfemployment opportunities to Smallholders and rural communities. (h) To do all other acts and things necessary for or incidental or conducive to effectuating the foregoing purposes or which would further or fulfil the objectives mentioned above The Board shall have power, by passing a Resolution (Unanimous), to amend the Objects, subject to the no objection of the Partnership Council. PART III GOVERNANCE 5. Governance Rules 5.1. All CTF Persons shall comply with the Code of Conduct, the Conflict of Interest Rules and the Procedural Rules. 6. Disqualification of certain CTF Persons 6.1. Any person who is, or has at any time been a CTF Person (including, for the avoidance of doubt, a Trustee, a member of the Investment Committee, a Fund Manager and a member of the Secretariat but excluding, for these purposes only, a member of the Partnership Council) shall not, whilst they are a CTF Person and for a period of two years after they cease to be a CTF Person, be entitled to have any direct or indirect interest, through business, investment, or nuclear family in any Recipient and / or its related project. Version Nov Page 11 of 86

12 7. Services agreements and disclosure 7.1. All CTF Persons shall complete a Disclosure Form before taking up their position as a CTF Person to ensure there is no potential breach of the Governance Rules and the person is fit and proper to be a CTF Person Each CTF Person shall enter into a Services Agreement with the CTF in form and substance satisfactory to the Board (and, in relation to the Trustees, as approved by the Partnership Council). 8. Validity of acts 8.1. All acts performed by CTF Persons in good faith on behalf of the CTF shall be valid notwithstanding any defect in their appointment. 9. Exemption from liability 9.1. Provided that the loss or claim does not arise from his / her own dishonesty, or failure in the performance of his / her duties, or exercise of his powers under this Trust Deed, to observe the degree of care, diligence and skill which can reasonably be expected of a person who manages the affairs of another, and subject to the provisions of the TIA: (a) (b) no CTF Person shall be personally liable for any loss suffered by the CTF, whatever the cause; and a CTF Person shall be indemnified out of the assets of the CTF against any claims made against him / her arising out of or in any way connected with any proper act or omission in the course of the administration of the CTF. PART IV FUNDS 10. Funds With effect from the date of the Special Resolution: (a) the MGF shall be automatically established and thereafter in accordance with this Trust Deed the CTF shall: select Applicants and Recipients of the MGF in accordance with the MGF Investment Policy; and operate the MGF in accordance with the MGF Operating Guidelines. (b) the SVCF shall be automatically established and thereafter in accordance with this Trust Deed the CTF shall: select Applicants and Recipients of the SVCF in accordance with the SVCF Investment Policy; and operate the SVCF in accordance with the SVCF Operating Guidelines The Board may by Resolution (Special), subject to the no objection of the Partnership Council, set up and operate any number of additional funds of the CTF each of which conforms to the Objects and is managed in accordance with this Trust Deed. Version Nov Page 12 of 86

13 11. Finance The sources of finance of the Funds are expected to be: (a) (b) (c) donations or grants or other funds from the Government of Tanzania, donor agencies, development partners or other organizations wishing to support the objectives of the CTF; payments from Recipients of dividends, interest and capital if appropriate in accordance with the terms of a Fund; and any other source as may be determined to be acceptable by the Trustees from time to time, in each case subject to the Objects and the terms of this Trust Deed and provided always that the CTF shall not receive funds from the public Each of the Funders shall make its finance available to the CTF in accordance with a Subscription Agreement in form and substance as approved by the Board by Resolution (Special) The terms of a Subscription Agreement may permit a Funder to make available finance under one or more different classes of Subscription Units which may, as approved by the Board by Resolution (Special), have different characteristics in relation to, amongst other things, the mechanics for contributing finance to the relevant Fund, pricing, and distribution entitlements and mechanics. In particular, but without limitation, a class of Subscription Units may require the relevant Fund to make distributions of income and/or capital to the Funder in specified circumstances and to pay an investment return to the Funder, as appropriate and as approved by the Board by Resolution (Special). 12. Fund Accounts All funds received by the CTF shall to be credited to separate designated bank accounts of the CTF for each of the Funds The Board shall make such arrangements as it deems appropriate to give the relevant Fund Manager control and access to the CTF accounts of the Funds The books of account and other records relating to the CTF and the Trust Assets shall at all times be open for inspection by the Partnership Council, the Board and any person authorised by the Board All account and other transactions of the CTF shall be managed in accordance with good accounting practices and the Board shall develop, and the Fund Manager shall comply with, a cash management policy for unallocated or undisbursed Funds. PART V PARTNERSHIP COUNCIL 13. PC constitution The Partnership Council shall have 5 members each appointed, or re-appointed, for a term of up to 3 years as a standing committee of the CTF selected to form a representative, credible and accountable partnership entity of CTF as follows: Version Nov Page 13 of 86

14 (a) (b) (c) (d) (e) the Funders shall be required jointly to nominate, and where considered appropriate replace, 1 member of the Partnership Council; the members of the SAGCOT Partnership which are designated as being in the Tanzanian private sector including ACT and CTI shall be required jointly to appoint, and where considered appropriate replace, 1 member of the Partnership Council; the members of the SAGCOT Partnership which are designated as being in the international private sector shall be required jointly to appoint, and where considered appropriate replace, 1 member of the Partnership Council; the Government of Tanzania shall be required to appoint, and, where considered appropriate replace, 1 member of the Partnership Council; and the members of the SAGCOT Partnership which are designated as being Tanzanian farmer associations or organisations, shall be required jointly to appoint, and where considered appropriate replace, 1 member of the Partnership Council Members of the Partnership Council shall be eligible for re-appointment only once. 14. PC chairperson The members of the Partnership Council may from time to time select one of them as chairperson of the Partnership Council appointed for a term of 1 year and each replacement chairperson shall be selected by the Partnership Council in rotation from the other members of the Partnership Council The chairperson of the Partnership Council shall not have a second vote in the event of a tie. 15. PC fees and remuneration The members of the Partnership Council shall not be entitled to be paid any remuneration or reimbursed any out-of-pocket expenses by virtue of being a member of the Partnership Council. 16. PC mandate and function The Partnership Council shall have the following mandate and function: (a) (b) (c) (d) To establish the Selection Panel in accordance with article 18.2(a). To confirm that it has no objection to the selection of the members of the Board and the appointment of the chairperson of the Board, as selected by the Selection Panel, or the Board, as the case may be. To confirm that it has no objection to the level of fees agreed by the Board as payable to the Trustees. To take corrective steps in the event that it considers that the CTF is not being managed or governed by the Board, or any of the other CTF Bodies, in Version Nov Page 14 of 86

15 accordance with this Trust Deed, including the Governance Rules, and the general principles of SAGCOT Partnership. (e) (f) (g) (h) To receive on an annual basis the CTF s financial statements, reports on its investment activity and reports on the performance of the CTF s investments. To confirm that it has no objection to any changes to this Trust Deed. To review and advise on any governance issues that may arise in relation to the CTF referred to it by the Board. To receive and consider conflicts reports from the Board. 17. PC governance The Partnership Council shall be subject to the Governance Rules as apply to all other CTF Persons and shall operate its internal governance regime in accordance with the Procedural Rules. PART VI SELECTION PANEL 18. Selection Panel The Selection Panel will have 5 members and all decisions must be by a Resolution (Special) The Selection Panel shall be selected (and thereafter appointed and removed): (a) (b) by the Partnership Council as soon as practicable on or after the constitution of the Partnership Council, and each member of the Partnership Council shall select 1 member of the Selection Panel which may be the Partnership Council member themself, or another person, who shall be nominated, appointed and removed by them; and by the Board at such time as it decides by Resolution (Special) that it wants the Selection Panel to assist with the selection of Trustees, members of the Investment Committee or the shortlisting of a Fund Manager The Partnership Council, or the Board as the case may be, may instruct the Selection Panel to select: (a) (b) (c) (d) in accordance with an objective and transparent procedure agreed by the Selection Panel, a search firm to assist the Selection Panel in its work; the new Board of Trustees for the purposes of Article 19.3(a) or 19.3(b) using the Selection Procedure (Trustees); the chairperson of the Board for the purposes of Article 20.1(a) or 20.1(b) using the Selection Procedure (Board Chairperson); a shortlist of the Fund Manager for the purposes of Article 29.1 using the Selection Procedure (Fund Manager). Version Nov Page 15 of 86

16 18.4. The Selection Panel shall be disbanded after the new Board and chairperson of the Board have been selected and confirmed by the Partnership Council in accordance with Articles 19.4 and 20.4 and the shortlist of the Fund Manager has been prepared, but may be reconstituted by the Board pursuant to Article 18.2(b) The members of the Selection Panel shall not be entitled to be paid any remuneration or reimbursed any out-of-pocket expenses by virtue of being a member of the Selection Panel. PART VII BOARD OF TRUSTEES 19. Board constitution The Board shall comprise of 5 Trustees each appointed, or re-appointed, for a term of up to 3 years Trustees shall be eligible for re-appointment only once Each Trustee shall be selected: (a) (b) initially (as soon as practicable after the date of the Special Resolution) by the Selection Panel; and thereafter by the Board, in each case in accordance with the Selection Procedure (Trustee) and subject to the provisions of the TIA The appointment of each Trustee shall be subject to the confirmation that the Partnership Council has no objection and, unless reselected, the First Trustees shall be deemed to have resigned forthwith upon the Partnership Council confirmation of the appointment of the new Trustees selected under Article 19.3(a) To the extent practicable appointments of the Trustees and the members of the Investment Committee, including the chairpersons, shall be staggered so as to ensure continuity. 20. Board chairperson The chairperson of the Board shall be one of the Trustees selected for a term of up to 3 years: (a) (b) initially (as soon as practicable after the date of the Special Resolution) by the Selection Panel; and subsequently, by the Board, in each case in accordance with the Selection Procedure (Board Chairperson) The chairperson of the Board shall be eligible for re-appointment only once The chairperson of the Board shall have a second vote in the event of a tie in addition to his vote as a Trustee. Version Nov Page 16 of 86

17 20.4. The appointment of each chairperson of the Board shall be subject to the no objection of the Partnership Council. 21. Board fees and remuneration The Trustees shall: (a) (b) be paid by the CTF an annual trustee s fee as determined by the Board, subject to the confirmation that the Partnership Council has approved; and be reimbursed by the CTF for all reasonable out of pocket expenses incurred in the performance of their duties to the CTF, including reasonable travelling expenses incurred by attending meetings of the Board. 22. Board mandate and function The Board shall have the following mandate and function: (a) (b) all the powers necessary for managing, and for directing and supervising the management of, the business and affairs of the CTF; only make Funds available to Recipients that: have been recommended by the Investment Committee; and the Board has approved by Resolution (Special) having taken full account of, and giving due and proper consideration to, the recommendations of Investment Committee; (c) (d) (e) (f) consider any recommendations and, where considered appropriate, implement any decisions and directions of the Partnership Council; consider new proposals for additional Funds that meet the Objects, and any consequential changes to the Trust Deed in accordance with Article 10.2; develop and approve policies for the management of the Funds, as needed; select, appoint and remove; the Investment Committee in accordance with Article 25.2; a Selection Panel in accordance with Article 18.2(b); any Fund Manager in accordance with Article 29.1 (in the case of a removal by Resolution (Simple Majority) or Resolution (Special)) and the terms of the relevant Fund Management Services Agreement; and (iv) the Secretariat in accordance with Article 32.1; (g) consider any actual or potential conflict of interest referred to it by any CTF Persons or CTF Body and direct as to how the CTF should address the actual or potential conflict of interest; Version Nov Page 17 of 86

18 (h) (j) (k) (l) (m) (n) conduct periodic reviews to ensure the CTF operates in a manner consistent with its purposes and does not engage in activities that could jeopardize its status; maintain and update a register in which all declarations of potential or actual conflicts of interest are recorded, send a copy to the Partnership Council and make it available for inspection, on request, to any CTF Persons or Funder; review performance of CTF Persons under their Services Agreements annually and at least 6 months before the end of their term if they are under consideration for renewal; take appropriate actions when there has been a breach or inadequate performance by any CTF Person of their Services Agreement; on an annual basis, review and approve the budget of the Fund Manager and the CTF operating expenses; on a quarterly basis, review the CTF operating expenses; and approve all CTF Persons fees and remuneration. 23. Board powers The Trustees shall have all the powers of an unmarried natural person over and in respect of the CTF and the Trust Assets which they may exercise as if they are the absolute and beneficial owners of the Trust Assets in accordance with this Trust Deed, and in particular, but without limitation, the Trustees shall have the power to do the following: (a) (b) (c) (d) To raise funds in every lawful and permissible way and receive or accept voluntary donations from institutional sources, either Tanzanian or foreign, and whether in cash or in kind. All donations may be accepted either with or without any special conditions, as may be agreed upon between the funder and the Trustees, provided that such conditions are consistent with the intents and purposes of this Trust Deed. The Trustees shall also be at liberty to refuse any donation, legacy or gift, without giving any reason for such refusal. To delegate any of its rights and powers to any committee of CTF Persons, as the Board may decide by Resolution (Special), in addition to the Investment Committee and the Audit Committee. Pay all or any of the expenses prudently incurred in connection with the incorporation, establishment and operation of the CTF. To open, operate and maintain a banking account or accounts in the name of the CTF, at such scheduled bank or banks as they may, from time to time, decide and may at any time pay, or cause to be paid, or withdraw any moneys forming part of the Funds of any such account or accounts and either by way of fixed deposit or current account or any other account, provided that the banking account or accounts shall be operated jointly by any 2 or more duly authorised Trustees and for any cheques and other banking documents signed on behalf of the CTF there must always be no less than 2 Trustee signatures. Version Nov Page 18 of 86

19 (e) (f) (g) (h) (j) Enter into any arrangement with any government, public body or authority to obtain any rights, authorities, concessions or clearances and to give undertaking binding upon the CTF either generally or on conditions as the Trustees shall think fit and proper to carry out. Employ, engage or contract with, upon such terms and conditions as to salary, remuneration, contract, payment or other consideration, any employee, managers, agents, professional advisors or other persons, provided that any payment must be fair and reasonable for the services provided. To adopt such means of making known the activities and objects of the CTF as may seem expedient in particular by advertising by press, by circulars and by periodicals through the print or electronic media. Obtain any statutory or similar order or Acts of Parliament enabling the CTF to carry out or better carry out any of its objects into effect or to effect any modification to this Trust Deed. To institute, prosecute, compromise and defend legal proceedings in relation to the CTF or the Funds. To make regulations for the management of the CTF compliant with this Trust Deed and for the conduct of its activities. 24. Board meetings Ordinary Meetings (a) (b) The Trustees shall hold at least four ordinary meetings in each year, no less than once a calendar quarter. The last ordinary meeting shall be the annual meeting which shall, amongst other things, discuss the annual progress of the CTF in the execution of its duties and attainment of its objects, deliberate on the audited accounts and approve budget estimates for the following year Special Meetings (a) The Trustees shall hold such special or extraordinary meetings as the may be required. PART VIII INVESTMENT COMMITTEE 25. IC constitution The Investment Committee shall comprise of 3 members each appointed, or reappointed, for a term of up to 3 years, any of whom may be Trustees and / or may be drawn from the international or Tanzania business community in each case in accordance with the Selection Procedure (Investment Committee) The Board shall select, appoint and remove, the Investment Committee in accordance with the Selection Procedure (Investment Committee) and after consultation with each Fund Manager. Version Nov Page 19 of 86

20 25.3. Members of the Investment Committee shall be eligible for re-appointment for up to 2 additional terms To the extent practicable appointments of the Trustees and the members of the Investment Committee, including the chairpersons, shall be staggered so as to ensure continuity. 26. IC chairperson The Board shall select and appoint, or re-appoint, one of the members of the Investment Committee as chairperson of the Investment Committee for a term of up to 3 years The chairperson of the Investment Committee shall be eligible for re-appointment only once The chairperson of the Investment Committee shall not have a second vote in the event of a tie. 27. IC fees and remuneration The members of the Investment Committee shall, with the prior approval of the Board: (a) (b) be paid by the CTF an annual member s fee; and be reimbursed by the CTF for all reasonable out of pocket expenses incurred in the performance of their duties to the CTF, including reasonable travelling expenses incurred by attending meetings. 28. IC mandate and function The Investment Committee shall ensure that: (a) (b) (c) objective, consistent high standards are maintained; investment process integrity is maintained; and debate is frank and open and that, to the extent possible, decisions of the Investment Committee are consensus driven The Investment Committee shall have the following mandate and function: (a) (b) (c) (d) in respect of each Fund, to use its financial and business expertise and sound commercial judgement as regards the financial viability and commercial sustainability of any proposed Recipients and / or its related project; in respect of the MGF, to use its experience in grant making determinations as regards to the matching grant applications; to approve by Resolution (Unanimous) the Recipients proposed by the Fund Manager which comply with the relevant Investment Policy and conform to the Objects of the CTF, provided always that the Investment Committee shall have the discretion to decide whether or not to recommend a proposal; to refer any rejected proposal back to the Fund Manager for reassessment; and Version Nov Page 20 of 86

21 (e) to make recommendations to the Board that ensure compliance with the Investment Policy. PART IX FUND MANAGER 29. FM selection Except as provided in clause 31.1, the Board shall select one Fund Manager for all the Funds who shall be nominated, appointed and removed by the Board having been selected in accordance with the Selection Procedure (Fund Manager). 30. FM fees and remuneration A Fund Manager shall be remunerated in accordance with its Fund Management Services Agreement. 31. FM mandate and function Where, in the discretion of the Board: (a) (b) the requirements of managing a particular Fund necessitate materially different skills from those relevant to one or more other Funds; and/or market conditions are such that the Board is unlikely to be able to identify a fund manager with the skills and expertise necessary for managing all the Funds, the Board may nominate and appoint a separate Fund Manager for the relevant Fund(s) A Fund Manager shall have the mandate and function to manage, direct and supervise the day to day business and affairs of the relevant Fund, including the following as appropriate and required, and subject to the terms of the relevant Fund Management Services Agreement: (a) (b) (c) (d) implement the policies and decisions made by the Board; raise additional funds for the Fund it is managing, subject to the approval of the Board; prepare various policies of the Fund for approval by the Board; Marketing - develop and implement a marketing strategy for the Fund; develop the project pipeline and solicit investments on a competitive basis where appropriate; develop and implement procedures for the Fund screening and allocation processes; develop and manage a website, or pages on the CTF website, for the Fund; (e) Application process: Version Nov Page 21 of 86

22 (iv) conduct due diligence on project concept applications and preparation support for proposals; prepare investment proposals for evaluation and approval by the Investment Committee; ensure that all confidential information of Applicants shall remain confidential; coordinate with the Investment Committee for investment approvals; (f) (g) Technical assistance - identify, procure or deliver technical assistance for potential Applicants or Recipients; Operational management: (iv) (v) (vi) monitor and assess implementation of each Recipient s projects, including the monitoring and evaluation requirements of the Fund; provide timely submission to the Board of all required reports; Meet the terms of funding agreements underlying Funder commitments of resources to the CTF; provide business advisory services to each Recipient in support of the selected projects, when applicable; manage its budget, maintain the requisite staff and presence in Tanzania, and operate its organization with the appropriate financial and internal controls; prepare standard forms, negotiate and manage agreements for use as appropriate with Recipients which includes monitoring compliance by each Recipient with the terms of the agreements and report any breaches to the Board (including in relation to environmental obligations). PART X SECRETARIAT 32. Secretariat selection The Board shall select the Secretariat who shall be nominated, appointed and removed by the Board. 33. Secretariat mandate and function The Secretariat will provide the minimum required basic administrative and logistical support to the Partnership Council, the Board and the Investment Committee, including: Assist the Partnership Council, the Board and the Investment Committee in their governance including administration and information dissemination. Prepare and organize meetings, and record the minutes of such meetings. Version Nov Page 22 of 86

23 (iv) Assist, coordinate and keep records for the purposes of all legal, regulatory and accounting requirements of the CTF. Liaise with the SAGCOT Centre in providing and disseminating relevant non confidential information, but remain both physically and legally entirely separate and independent from the SAGCOT Centre The Secretariat will be funded through appropriate contributions from each of the Funds as determined by the Board. PART XI FINANCIAL CONTROL 34. Audit Committee The Board shall determine by Resolution (Special) whether it is appropriate to set up an audit committee comprised of Trustees with the relevant expertise which shall have the following mandate and function: (a) (b) (c) (d) to advise the Board on the selection of the Auditor; prepare the terms of reference for the Auditor; review the terms of reference for an auditor of each of the Funds; and review statements of accounts prior to their presentation to the Board Members of the Audit Committee receive no additional compensation in addition to their Board fees for their service. 35. Auditors The Board shall appoint auditors of the CTF and of each of the Funds, who shall be an independent firm of chartered accountants as recommended by the Audit Committee and selected in accordance with any requirements of the Funders The Auditors may be removed by a Resolution (Simple Majority) of the Board. 36. Reports and records The Trustees shall keep, or shall ensure that the Fund Manager or an approved third party shall keep, or cause to be kept, all statutory records, including all legal documents, registers, books of account, minute books The financial year of the CTF shall begin on 1st July and end on 30th June of the following year At the end of each financial year the Trustees shall prepare accounts for the CTF and will have those accounts audited by the Auditor The Board of Trustee shall maintain reports on: (a) the amount of all income received for the account of the CTF and each Fund separately and the amount available for the Recipients and their projects to be financed; Version Nov Page 23 of 86

24 (b) (c) the amount payable to the Manager and the basis upon which such variable fees were calculated; the amount of all expenses to be deducted in computing the amount available for the projects support; The Board shall keep or cause to be kept records of all dealings of the CTF including all matters necessary to be recorded for the proper administration and management of the CTF The Board shall within 30 days of each accounting date furnish to the Partnership Council a report providing details of funds and other assets acquired or disposed of, sale proceeds received or receivable and income and expenditure arising during the previous accounting period. The report shall detail a breakdown of all transactions in respect of such previous accounting period both as a consolidated report of the Funds and a separate report for each of the Funds The Board shall as at the anniversary of the first accounting date and every anniversary thereafter cause to be prepared financial statements giving details of all assets, acquisitions, disposal, monies held and income and expenditure accruing in respect of the preceding four accounting periods and shall cause the same to be audited by the auditors The auditors shall make and sign a report or such statement to the effect that the accounts, books and records of the Board and the Manager have been examined and that the auditors have obtained all the explanations and information required by the auditors The audited accounts shall be submitted to the Board not later than 3 months after the end of the financial year to which they relate It shall be the duty of the Board as soon as possible but in any case not later than one month upon receipt of the report of the auditors to forward such report to the Partnership Council The Board shall not later than 4 months after the end of each financial year submit to the Partnership Council an annual report on the management of the CTF in respect of that financial year, the audited accounts, and the Auditor s report on the accounts. PART XII MISCELLANEOUS 37. Amendments of this Trust Deed The Board may only from time to time amend any part of this Trust Deed (including for the avoidance of doubt the Governance Rules and all the other provisions in the Annexes of this Trust Deed) by Resolution (Special) of the Board passed in accordance with the Procedural Rule and the other provisions of this Trust Deed, provided that the provisions of the TIA are complied with and: (a) (b) (c) the Partnership Council approves by Resolution (Special); the MGF Investment Guidelines and MGF Operating Policy may only be amended with the prior written consent of the Funders to the MGF ; and the SVCF Investment Guidelines and SVCF Operating Policy may only be amended with the prior written consent of the Funders to the SVCF. Version Nov Page 24 of 86